E7-21433. In the Matter of NRG South Texas LP, STP Nuclear Operating Company, (South Texas Project, Units 1 and 2); Order Approving Indirect Transfer of Facility Operating Licenses

I

NRG South Texas LP (NRG South Texas) is a co-holder of the Facility Operating Licenses numbered NPF-76 and NPF-80, which authorize the possession, use, and operation of South Texas Project (STP), Units 1 and 2, respectively. The facilities are located in southwest Matagorda County, Texas, which is approximately 12 miles south-southwest of Bay City and 10 miles north of Matagorda Bay. STP is jointly owned by three entities: NRG South Texas, 44 percent; City of Public Service Board of San Antonio, 40 percent; and City of Austin, Texas, 16 percent. In addition, these entities each hold a corresponding percentage interest in STP Nuclear Operating Company (STPNOC), which operates STP.

II

By application dated May 3, 2007, as supplemented by electronic mail dated June 28, 2007, and letters dated July 23 and October 3, 2007, STPNOC, on behalf of NRG Energy, Inc. (NRG Energy), and NRG South Texas LP, requested that the U.S. Nuclear Regulatory Commission (NRC, Commission), pursuant to Section 50.80 of Title 10 of the Code of Federal Regulations (10 CFR), consent to the proposed indirect transfer of control of the STP licenses to the extent held by NRG South Texas with respect to its ownership interest in STP. Currently, NRG Energy is the indirect owner of 100 percent of NRG South Texas. Under a proposed corporate restructuring, a new holding company, NRG Holdings, Inc., will be created. NRG Energy will become a direct wholly-owned subsidiary of NRG Holdings, Inc. Accordingly, NRG Holdings, Inc. will acquire indirect control of the licenses for STP to the extent currently held by NRG South Texas. In addition, NRG Holdings, Inc. will become an indirect co-owner of STPNOC, with respect to the interest in STPNOC currently held by NRG South Texas. To the extent the proposed corporate restructuring would thus result in the indirect transfer of control of the STP licenses as held by STPNOC, prior NRC consent was also requested.

Notice of the requests for approval and an opportunity for a hearing was published in the Federal Register on July 10, 2007 (72 FR 37546). No comments or hearing requests were received.

Pursuant to 10 CFR 50.80(a), no license, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application as supplemented and other information before the Commission, and relying upon the representations and agreements in the application as supplemented, the NRC staff concludes that the proposed indirect transfer of control of NRG South Texas to NRG Holdings, Inc. as described herein will not affect the qualifications of NRG South Texas as holder of the STP licenses to the extent now held by it, and that the indirect transfer of control of the licenses, to the extent effected by the proposed transaction described in the application, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the NRC pursuant thereto. The NRC staff further concludes that, to the extent the proposed indirect transfer of control of NRG South Texas would result in an indirect transfer of control of the STP licenses as held by STPNOC, such proposed indirect transfer of control of NRG South Texas will not affect the qualifications of STPNOC to hold the STP licenses, and such indirect transfer of control of the licenses as held by STPNOC is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

The findings set forth above are supported by a safety evaluation dated October 22, 2007.

III

Accordingly, pursuant to Sections 161b, 161i, and 184 of the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), and 2234; and 10 CFR 50.80, it is hereby ordered that the application regarding the indirect license transfers related to the proposed establishment of NRG Holdings, Inc. is approved, subject to the following condition:

Should the indirect transfer of control of NRG South Texas to NRG Holdings, Inc. not be completed within one year from the date of this Order, this Order shall become null and void, provided, however, upon written application and good cause shown, such date may be extended by order.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated May 3, 2007, and supplemental electronic mail dated June 28, 2007, and letters dated July 23 and October 3, 2007, and the safety evaluation dated October 22, 2007, which are available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, Public File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, Maryland and accessible electronically from the Agencywide Documents Access and Management System (ADAMS) Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/​reading-rm/​adams.html.

Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, 301-415-4737, or by e-mail to [e-mail].

Dated at Rockville, Maryland this 22nd day of October, 2007.

For the Nuclear Regulatory Commission.

Catherine Haney,

Director, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation.